TITLE 7.BANKING AND SECURITIES

Part 6. CREDIT UNION DEPARTMENT

Chapter 91. CHARTERING, OPERATIONS, MERGERS, LIQUIDATIONS

Subchapter A. GENERAL RULES

7 TAC §91.101

The Texas Credit Union Commission proposes amendments to §91.101 relating to definitions and interpretations. The amendment makes several changes, which more clearly defines the four types of community of interests currently recognized by the Department, and revises the definition of "office" to include a credit union owned ATM, a shared branch or a shared network.

The amendments to the rule are proposed as a result of the enactment of federal regulations creating less restrictive field of membership rules for federally chartered credit unions. In keeping with the "parity" provisions of §123.003, Finance Code, the Department felt that a revision of §91.101 and §91.301 was necessary to provide as much flexibility for state chartered credit unions as the federal chartered credit unions now enjoy. Further, since the Commission has adopted a revised §91.210 expanding foreign credit union's field of membership, the Department wanted to incorporate the same review standards for field of membership expansion by state credit unions and have the community of interest definitions apply equally to both foreign and state credit unions.

Kerri T. Galvin, General Counsel, has determined that there will be no fiscal implications for state or local government as a result of enforcing or administering the proposed rule.

Ms. Galvin has also determined that for each year of the first five years the proposed amended rule is in effect, the public benefits anticipated as a result of enforcing the rule will be clarification of the applicable provisions and keeping state chartered credit unions from being at a competitive disadvantage with federally chartered credit unions. There is no anticipated effect on small businesses as a result of adopting the amended rule. There is no economic cost anticipated to credit unions for complying with the amendments if adopted.

Written comments on the proposal must be submitted within 30 days after its publication in the Texas Register to Kerri T. Galvin, General Counsel, Credit Union Department, 914 East Anderson Lane, Austin, Texas 78752-1699.

The amendment is proposed under the provision of the Texas Finance Code, §15.402, which authorizes the commission to adopt reasonable rules for administering Title 2, Chapter 15 and Title 3, Subchapter D of the Texas Finance Code, specifically including the character of field of membership and Texas Finance Code, §122.012, which authorizes the commission to adopt rules prescribing what constitutes a place of business. This amendment is also proposed under §123.003, Finance Code. The Commission interprets this section as authorizing it, in conjunction with the exercise of its specific rulemaking authority, to adopt rules reflecting the statutory right of state chartered credit unions to engage in any activity, exercise any power, or make any loan or investment, that they could engage in, exercise, or make if they were chartered as federal credit unions.

The specific sections affected by the proposed amendment is Texas Finance Code, §§122.001, 122.005, 122.006, 122.011 and 122.012.

§91.101.Definitions and Interpretations.

(a) Words and terms used in this chapter that are defined in Finance Code §121.002, have the same meanings as defined in the Finance Code. The following words and terms, when used in this chapter, shall have the following meanings, unless the context clearly indicates otherwise.

(1) Act - the Texas Credit Union Act (Texas Finance Code, Subtitle D).

(2) Allowance for loan and lease losses (ALLL) - a general valuation allowance that has been established through charges against earnings to absorb losses on loans and lease financing receivables. An ALLL excludes the regular reserve and special reserves.

(3) Applicant - an individual or credit union that has submitted an application to the commissioner.

(4) Application - a written request filed by an applicant with the department seeking to incorporate, amend articles of incorporation or bylaws, deviate from standard bylaws, obtain a certificate of authority to do business in the state of Texas or to obtain other relief for which the commission is authorized by the act to issue a final decision or order subject to judicial review.

(5) Automated teller machine (ATM) - an automated, unstaffed credit union facility owned by or operated exclusively for the credit union at which deposits are received, cash dispensed, or money lent.

(6) Community of interest - a unifying factor among persons that by virtue of its existence, facilitates the successful organization of a new credit union or promotes economic viability of an existing credit union. The types of [ factors included ] community of interest currently recognized are:

(A) Occupational - based on an employment relationship that may be established by: [ Employment by or a work-related relationship with an enterprise; ]

(i) employment (or a long term contractual relationship equivalent to employment) by a single employer, affiliated employers or employers under common ownership with at least a 10% ownership interest;

(ii) employment or attendance at a school; or .

(iii) employment in the same trade, industry or profession (TIP) with a close nexus and narrow commonality of interest, which is geographically limited.

(B) Associational - based on groups consisting primarily of natural persons whose members participate in activities developing common loyalties, mutual benefits, or mutual interests. In determining whether a group has an associational community of interest, the commissioner shall consider the totality of the circumstances, which include: [ Membership in an organization with a primary purpose of other than making credit union services available to its members ].

(i) whether the members pay dues,

(ii) whether the members participate in furtherance of the goals of the association,

(iii) whether the members have voting rights,

(iv) whether there is a membership list,

(v) whether the association sponsors activities,

(vi) what the association's membership eligibility requirements are, and

(vii) the frequency of meetings. Associations formed primarily to qualify for credit union membership and associations based on client or customer relationships, do not have a sufficient associational community of interest

(C) Geographic - based on a clearly defined and specific geographic area where persons have common interests and/or interact. More than one credit union may share the same geographic community of interest. There are currently four types of affinity on which a geographic community of interest can be based: persons, who [ Residence, employment , or attending school within a certain geographic area; or ].

(i) live in,

(ii) worship in,

(iii) attend school in, or

(iv) work in that community. The geographic community of interest requirements are met if the area to be served is in a recognized single political jurisdiction, e.g., a city or a county, or a portion thereof

(D) Other - The commissioner may authorize other types of community of interest, if the commissioner determines that either a credit union or foreign credit union has sufficiently demonstrated that a proposed [ Such other ] factor [ that ] creates an identifiable affinity among the persons [ to be included within a credit union's field of membership ] within the proposed group . Such a factor shall be well-defined, have a geographic definition, and may not circumvent any limitation or restriction imposed on one of the other enumerated types .

(7) Construction or development loan - a financing arrangement for the purpose of acquiring property or rights to property, including land or structures, with the intent of converting the property into income-producing property, including residential housing for rental or sale, commercial, industrial or similar use.

(8) Core capital - has the same meaning as "tier one capital" as set forth in the capital regulations adopted by the appropriate federal banking regulatory agency.

(9) Corporate credit union - a credit union whose field of membership consists primarily of other credit unions.

(10) Day - whenever periods of time are specified in this title in days, calendar days are intended. When the day, or the last day fixed by statute or under this title for taking any action falls on Saturday, Sunday, or a state holiday, the action may be taken on the next succeeding day which is not a Saturday, Sunday, or a state holiday.

(11) Department newsletter - the monthly publication that serves as an official notice of all applications, and by which procedures to protest applications are described.

(12) Field of membership (FOM) - refers to the totality of persons a credit union may accept as members. The FOM may consist of one group, several groups with a related community of interest, or several unrelated groups with each having its own community of interest.

(13) Imminent danger of insolvency - a circumstance or condition in which a credit union is unable or lacks the means to meet its current obligations as they come due in the regular and ordinary course of business, even if the value of its assets exceeds its liabilities; or the credit union has a positive net worth ratio equal to two percent or less of its assets.

(14) Improved residential property - real property consisting of a residential dwelling having one to four dwelling units, at least one of which is occupied by the owner of the property. This term shall also include a one to four unit dwelling occupied in whole or in part by the owner on a seasonal basis.

(15) Indirect financing - a program in which a credit union makes the credit decision in a transaction where the credit is extended by the vendor and assigned to the credit union or a loan transaction that generally involves substantial participation in and origination of the transaction by a vendor.

(16) Loan-to-value ratio - the aggregate amount of all sums owed on an item of collateral securing a loan divided by the value of the collateral.

(17) Loan and extension of credit - a direct or indirect advance of funds to a member, or on that member's behalf, that is conditioned upon the repayment of the funds by the member or the application of collateral. The terminology also includes the purchase of a member's loan or other obligation, a lease financing transaction, a credit sale, a line of credit or loan commitment under which the credit union is contractually obligated to advance funds to or on behalf of a member, an advance of funds to honor a check or share draft drawn on the credit union by a member, or any other indebtedness not classified as an investment security.

(18) Manufactured home - a HUD-code manufactured home as defined by the Texas Manufactured Housing Standards Act.

(19) Metropolitan Statistical Area (MSA) - a geographic area as defined by the director of the U. S. Office of Management and Budget.

(20) Mobile office - a branch office that does not have a single, permanent site, including a vehicle that travels to various public locations to enable members to conduct their credit union business.

(21) Office - includes any [ branch office, ] service facility or place of business established by a credit union at which deposits are received, checks or share drafts paid, or money lent. This definition includes a credit union owned branch, a mobile branch, an office operated on a regularly scheduled weekly basis, a credit union owned ATM, or a credit union owned electronic facility that meets, at a minimum, these requirements; however, it does not include the credit union's Internet website. This definition also includes a shared branch or a shared branch network if either: [ A branch does not include an automated teller machine (ATM), a shared service center, or a remote service facility. ]

(A) the credit union has an ownership interest in the service facility either directly or through a CUSO or similar organization; or

(B) the service facility is local to the credit union and the credit union is an authorized participant in the service center.

(22) Overlap - the situation which exists when a group of persons is eligible for membership in two or more state, foreign, or federal credit unions doing business in this state. Notwithstanding this provision, no overlap exists if eligibility for credit union membership results solely from a family relationship.

(23) Person - an individual, partnership, corporation, association, government, governmental subdivision or agency, business trust, estate, trust, or any other public or private entity.

(24) Principal office - the home office of a credit union.

(25) Protestant - a credit union that opposes or objects to the relief requested by an applicant.

(26) Remote service facility - an automated, unstaffed credit union facility owned or operated by, or operated for, the credit union, such as an automated teller machine, cash dispensing machine, point-of-sale terminal, or other remote electronic facility, at which deposits are received, cash dispensed, or money lent.

(27) Reserves - allocations of retained earnings and includes regular and special reserves, except for any allowances for loan, lease or investment losses.

(28) Resident of this state - a person physically located in, living in or employed in the state of Texas.

(29) Respondent - a credit union or other person against whom a disciplinary proceeding is directed by the department.

(30) Shared service center - a facility which is connected electronically with two or more credit unions so as to permit the facility, through personnel at the facility and the electronic connection, to provide a credit union member at the facility the same credit union services that the credit union member could lawfully obtain at the principal office of the member's credit union.

(31) Secured credit - a loan made or extension of credit given upon an assignment of an interest in collateral pursuant to applicable state laws so as to make the enforcement or promise more certain than the mere personal obligation of the debtor or promisor. Any assignment may include an interest in personal property or real property or a combination thereof.

(32) Title - title 7, Part VI of the Texas Administrative Code (TAC), Banking and Securities, which contains all of the department's rules.

(33) Underserved area - a geographic area, which could be described as one or more contiguous metropolitan statistical areas (MSA) or one or more contiguous political subdivisions, including counties, cities, and towns, that satisfy any one of the following criteria:

(A) A majority of the residents earn less than 80 percent of the average for all wage earners as established by the u. S. Bureau of labor statistics;

(B) The annual household income for a majority of the residents falls at or below 80 percent of the median household income for the nation; or

(C) The commission makes a determination that the lack of available or adequate financial services has adversely effected economic development within the specified area.

(34) Uninsured membership share - funds paid into a credit union by a member that constitute uninsured capital under conditions established by the credit union and agreed to by the member including possible reduction under section 122.105 of the act, risk of loss through operations, or other forfeiture. Such funds shall be considered an interest in the capital of the credit union upon liquidation, merger, or conversion.

(35) Unsecured credit - a loan or extension of credit based solely upon the general credit financial standing of the borrower. The term shall include loans or other extensions of credit supported by the signature of a co-maker, guarantor, or endorser.

(b) (No change.)

This agency hereby certifies that the proposal has been reviewed by legal counsel and found to be within the agency's legal authority to adopt.

Filed with the Office of the Secretary of State on July 21, 2003.

TRD-200304399

Harold E. Feeney

Commissioner

Credit Union Department

Earliest possible date of adoption: September 7, 2003

For further information, please call: (512) 837-9236


Subchapter B. ORGANIZATION PROCEDURES

7 TAC §91.201

The Texas Credit Union Commission proposes amendments to §91.201 relating to incorporation procedures. The amendment would increase the size of the group that an overlap would not be considered adverse to another credit union. Specifically, the overlap would be considered incidental in nature for any group less than 3,000.

The amendments to the rule are proposed as a result of the enactment of federal regulations which provides that overlapping fields of membership involving groups of less than 3,000 being classified as an incidental overlap and no overlap analysis is required for federally chartered credit unions. Specifically, the National Credit Union Administration found no empirical evidence to indicate that overlaps have an adverse impact on credit unions and believes overlaps should generally be permitted. Therefore, in keeping with the "parity" provisions of Section 123.003, Finance Code, the Department felt that a revision of §91.201 was necessary to provide as much flexibility for state chartered credit unions as the federal chartered credit unions now enjoy.

Kerri T. Galvin, General Counsel, has determined that there will be no fiscal implications for state or local government as a result of enforcing or administering the proposed rule.

Ms. Galvin has also determined that for each year of the first five years the proposed amended rule is in effect, the public benefits anticipated as a result of enforcing the rule will be clarification of the applicable provisions and keeping state chartered credit unions from being at a competitive disadvantage with federally chartered credit unions. There is no anticipated effect on small businesses as a result of adopting the amended rule. There is no economic cost anticipated to credit unions for complying with the amendments if adopted.

Written comments on the proposal must be submitted within 30 days after its publication in the Texas Register to Kerri T. Galvin, General Counsel, Credit Union Department, 914 East Anderson Lane, Austin, Texas 78752-1699.

The amendment is proposed under the provision of the Texas Finance Code, Section 15.402, which authorizes the commission to adopt reasonable rules for administering Title 2, Chapter 15 and Title 3, Subchapter D of the Texas Finance Code, specifically including the character of field of membership. This amendment is also proposed under Section 123.003, Finance Code. The Commission interprets this section as authorizing it, in conjunction with the exercise of its specific rulemaking authority, to adopt rules reflecting the statutory right of state chartered credit unions to engage in any activity, exercise any power, or make any loan or investment, that they could engage in, exercise, or make if they were chartered as federal credit unions.

The specific sections affected by the proposed amendment is Texas Finance Code, Sections 122.001, 122.005, 122.006 and 122.011.

§91.201.Incorporation Procedures.

(a) - (c) (No change.)

(d) Proposed credit unions must investigate the possibility of an overlap with existing state or federal credit unions doing business in this state prior to submitting an application. When an overlap situation does arise, officials of the involved entities must attempt to resolve the overlap issue. Typically, an overlap will not be considered adverse to the overlapped credit union if:

(1) the group has less than 3000 [ 300 or less ] primary potential members or the overlap is otherwise incidental in nature;

(2) the overlapped credit union does not object to the overlap;

(3) there is limited participation by members or employees of the group in the original credit union after the expiration of a reasonable period of time; or

(4) a single occupational or associational based credit union overlaps a community chartered credit union.

(e) - (f) (No change.)

This agency hereby certifies that the proposal has been reviewed by legal counsel and found to be within the agency's legal authority to adopt.

Filed with the Office of the Secretary of State on July 21, 2003.

TRD-200304398

Harold E. Feeney

Commissioner

Credit Union Department

Earliest possible date of adoption: September 7, 2003

For further information, please call: (512) 837-9236


Subchapter C. MEMBERS

7 TAC §91.301

The Texas Credit Union Commission proposes amendments to §91.301, relating to field of membership. The amendment clarifies the criteria for field of membership and makes certain conforming language changes to ensure consistency with the recently adopted 7 TAC §91.210.

The amendments to the rule are proposed as a result of the enactment of federal regulations creating less restrictive field of membership rules for federally chartered credit unions. In keeping with the "parity" provisions of §123.003, Finance Code, the Department felt that a revision of §91.101 and §91.301 was necessary to provide as much flexibility for state chartered credit unions as the federal chartered credit unions now enjoy. Further, since the Commission has adopted a revised §91.210 expanding foreign credit union's field of membership, the Department wanted to incorporate the same review standards for field of membership expansion by state credit unions and have the community of interest definitions apply equally to both foreign and state credit unions.

Kerri T. Galvin, General Counsel, has determined that there will be no fiscal implications for state or local government as a result of enforcing or administering the proposed amendments.

Ms. Galvin has also determined that for each year of the first five years the proposed amended rule is in effect, the public benefits anticipated as a result of enforcing the rule will be clarification of the applicable provisions and keeping state chartered credit unions from being at a competitive disadvantage with federally chartered credit unions. There is no anticipated effect on small businesses as a result of adopting the amended rule. There is no economic cost anticipated to credit unions for complying with the amendments if adopted.

Written comments on the proposal must be submitted within 30 days after its publication in the Texas Register to Kerri T. Galvin, General Counsel, Credit Union Department, 914 East Anderson Lane, Austin, Texas 78752-1699.

The amendments are proposed under the provision of the Texas Finance Code, §15.402, which authorizes the commission to adopt reasonable rules for administering Title 2, Chapter 15 and Title 3, Subchapter D of the Texas Finance Code, specifically including the character of field of membership. This amendment is also proposed under §123.003, Finance Code. The Commission interprets this section as authorizing it, in conjunction with the exercise of its specific rulemaking authority, to adopt rules reflecting the statutory right of state chartered credit unions to engage in any activity, exercise any power, or make any loan or investment, that they could engage in, exercise, or make if they were chartered as federal credit unions.

The specific sections affected by the proposed amendment are Texas Finance Code, §§122.001, 122.005, 122.006 and 122.011.

§91.301.Field of Membership.

(a) Approval of Field of Membership. State credit unions will be allowed to have, as a minimum, at least as much flexibility as federal credit unions in the regulation of fields of membership. The commissioner may approve a state credit union's field of membership under its original articles of incorporation and bylaws or pursuant to a request for approval of an amendment of its bylaws to include groups with a communities of interest (Group) that are within the credit union's local service area. In this section, local service area shall mean an area that is within reasonable proximity of a credit union's office, allowing members to be realistically served from that office. For purposes of field of membership, the Group as a whole will be considered to be within the local service area when: [ The following guidelines and standards shall be considered by the commissioner in evaluating field of membership requests. ]

(1) A majority of the persons in the Group live, work, or gather regularly with the local service area;

(2) The Group's headquarters is located with the local service area; or

(3) The persons in the Group are "paid from" or "supervised from" an office or facility located within the local service area. The commissioner may impose a geographical limitation on any field of membership if the commissioner reasonably determines that the applicant credit union does not have the ability to serve a larger group or there are other operational concerns.

(b) Other persons eligible for membership. A number of persons by virtue of their close relationship to a Group may be included in the field of membership at the option of the applicant credit union. These include:

(1) members of the family or household of a member of the Group;

(2) volunteers performing services for or on behalf of the Group;

(3) organizations owned or controlled by a member of the Group;

(4) spouse of persons who died while in the Group;

(5) employees of the credit union;

(6) subsidiaries of the credit unions; and

(7) corporate or other legal entities.

[(1) Occupational community of interest.]

[(A) This community of interest is based on an employment relationship with a specified employer. Persons sharing this community of interest may be geographically dispersed. Employees of a parent corporation and its subsidiaries and persons under contract to work regularly for an enterprise may be considered under a single occupational community of interest. Each category to be served (e.g., subsidiaries, contractors) should be separately listed in section 3.01 of the credit union's bylaws, if practical. Persons employed by different entities, even if closely related geographically, persons working at a single shopping center, industrial park, or office building, for example, are not treated as having an occupational community of interest.]

[(B) All occupational communities of interest should include a geographic definition: e.g., "employees, officials, and persons who work under contract regularly for ABC Corporation or any of its subsidiaries, who work in Houston, Texas." Other acceptable geographic definitions are "employees ... who are paid from .... "or "employees ... who are supervised from ...."]

[(C) The employer may also be included in this community of interest -- e.g., "ABC Corporation and its subsidiaries."]

[(D) Some examples of occupational group definitions are:]

[(i) "employees of the Scott Manufacturing Company who work in El Paso, Texas ...;"]

[(ii) "employees and elected and appointed officials of municipal government in Tyler, Texas ...;"]

[(iii) "employees of Sharp Drillbit Company and its subsidiary, Drillbit Salvage Company, who work in Midland or Houston, Texas ...;"]

[(iv) "personnel of fleet units of the United States Navy home port at Ingleside, Texas ...;"]

[(v) "civilian and military personnel of the United States Government who work or are stationed at, or are attached or assigned to Fort Hood, Texas, or those who are retired from, or their dependents or dependent survivors who are eligible by law or regulations to receive and are receiving benefits or services from that military installation ...;"]

[(vi) "employees of these contractors who work regularly at United States Naval Shipyard in Ingleside, Texas ...;"]

[(vii) "employees, doctor, medical staff, technicians, medical and nursing students who work at Galveston Medical Center at the locations stated: ...;"]

[(viii) "employees, and teachers who work for the Fort Worth Independent School District in Fort Worth, Texas...."]

[(E) Some examples of insufficiently defined occupational groups are:]

[(i) "employees of engineering firms in Houston, Texas;" (No common employer; names of firms must be stated; however, may be the basis for a multiple group.)]

[(ii) "persons employed or working in Dallas, Texas;" (No common employer; names of firms must be stated.)]

[(iii) "persons working in the entertainment industry in Texas." (No common employer; names of firms should be stated.)]

[(2) Associational community of interest.]

[(A) This community of interest is generally based on groups consisting primarily of natural persons who participate in activities developing common loyalties, mutual benefits, and mutual interest. Qualifying associational groups must hold meetings open to all natural person members at least once a year, must sponsor other activities providing for contact among natural persons members, and must have an authoritative definition of who is eligible for membership -- usually, this will be in the associations' constitution and bylaws. The clarity of the associational group's definition and compactness of its membership will be important criteria in reviewing the application. The department policy is to organize associational charters at the lowest organizational level which is economically feasible.]

[(B) Students constitute an associational community of interest and may qualify for a credit union charter.]

[(C) Associations formed primarily to obtain a credit union charter do not have a sufficient associational community of interest; nor do associations based on a client or customer relationship (e.g., an insurance company's customers or a buyer's club).]

[(D) The department normally charters associational credit unions consisting of natural person members. The department will allow nonnatural persons (e.g., corporate sponsor or organizations of members) to be eligible for membership.]

[(E) Moreover, the community of interest usually would extend to the association's members and their employees. However, situations may exist where the employees of a member of an association do not have a sufficiently close tie to the association to be included.]

[(F) Homeowner associations, tenant groups, electric co-ops, consumer groups, and other groups of persons having an interest in a particular cause and certain consumer cooperatives may be eligible to receive a charter, however, they must make a strong showing of common activities and economic viability. Newly-organized associations must make similar showing; experience has shown that a new group's efforts are best focused on solidifying member interest before attempting to offer credit union service.]

[(G) All associational communities of interest will include a definition of the group and a geographic or operational area limitation, unless the constitution or bylaws of the associational group limit the geographical area -- e.g., "Members of the Small Businessmen Association living or working in Dallas, Texas who qualify for membership in accordance with its constitution and bylaws in effect on January 21, 1989."]

[(H) The association itself may also be included in the field of membership; e.g., "ABC Association."]

[(I) Some examples of associational group definitions are:]

[(i) "regular members of Locals 10 and 13, IBEW Union, Houston, Texas, who qualify for membership in accordance with their constitution and bylaws in effect on May 20, 1989;"]

[(ii) "members of the Texas Farm Bureau who live or work in Williamson or adjacent counties, who qualify for membership in accordance with its constitution and bylaws in effect on March 7, 1990;"]

[(iii) "members of the Catholic Church who live or work in Del Rio, Texas;"]

[(iv) "members of the First Baptist Church in Georgetown, Texas;"]

[(v) "regular members of the Corporate Executives Association, located in Dallas, Texas, who live or work in Dallas, Texas, who qualify for membership in accordance with its constitution and bylaws in effect on December 1, 1985;"]

[(vi) "members of the Lower Colorado River Authority located in Austin, Texas."]

[(J) Some examples of insufficiently defined association group definitions are:]

[(i) "members of military service clubs in the State of Texas." (No single associational tie; specific clubs and locations must be named; may be considered as multiple group.)]

[(ii) "veterans of United States military service."]

[(K) Some examples of unacceptable associational communities of interest are:]

[(i) "ABC Buyers Club." (An interest in purchasing only does not meet associational standards.)]

[(ii) "customers of ABC Insurance Company." (Policyholders or customer/client relationships do not meet associational standards.)]

[ (3) Geographic community of interest.]

[(A) This community of interest is based upon employment, or residence within a clearly defined and specified geographic area(s). Business entities within the specified geographic area(s) may also qualify for membership. Given the diversity of community characteristics throughout the state and the department's goal of making credit union service available to all eligible groups who wish to have it, the department has established the following guidelines:]

[(i) The geographic area(s) must be clearly specified.]

[(ii) The application must establish that the area(s) is recognized as a distinct neighborhood, community, or geographic area(s). For the purposes of this section a recognizable community is a geographical area which possesses such characteristics that the residents of the area share a definable community of interest or sense of identification with each other which may be based upon mutual interests, goals, community pride or other similar elements.]

[(B) A typical definition of a geographic community of interest is: "Persons who live, work or are located in ABC, the area of XYZ City bounded by Fern Street on the north, Long Street on the east, Fourth Street on the south, and Elm Avenue on the west."]

[(C) Additional criteria may be considered for an application to convert to or expand an existing community and may include, but not be limited to, providing for a protective exclusion for honoring existing credit unions in the proposed area(s).]

[(D) Some examples of geographic community of interest definitions are:]

[(i) "persons who live, work or are located in Brown County, Texas;]

[(ii) "persons who live or work in and business entities located in Spring Branch Independent School District, Houston, Texas;"]

[(iii) "persons who live or work are located within a ten-mile radius of El Campo, Texas".]

[(E) Some examples of insufficiently defined geographic community of interest definitions are:]

[(i) "persons who live or work in East Texas;"]

[(ii) "persons who live or work in the ship channel section of Houston, Texas."]

(c) [ (4) ] Multiple- groups [ group charters ].

(1) [ (A) ] The commissioner [ department ] may approve [ charter ] a credit union's original articles of incorporations and bylaws or a request for approval of an amendment to a credit union's bylaws [ union ] to serve one or more communities of interest or a combination of types of communities of interest [ a combination of definable occupational, associational and/or geographic groups ].

(2) [ (B) ] In addition to general [ chartering ] requirements, special requirements pertaining to multiple- Group [ group ] applications may be required before the commissioner [ department ] will grant such a certificate or approve such an amendment [ charter ].

(A) [ (i) ] Each Group [ group ] to be included in the proposed field of membership of the credit union must have its own community of interest.

(B) [ (ii) ] Each associational or occupational Group [ group ] must individually request inclusion in the proposed credit union's field of membership [ charter ].

(d) [ (5) ] Overlap protection.

(1) [ (A) ] The commissioner will only consider the financial effect of an overlap proposed by an application to expand a credit union's field of membership or when a charter application proposes an overlap for a Group of 3,000 members or more . [ Generally, the department will not charter or otherwise authorize two or more credit unions to serve the same single occupational or associational group. ] An overlap is permitted for a Group of less than 3,000 members or when the expansion's beneficial effect in meeting the convenience and needs of the members of a Group of 3,000 members or more [ the group proposed to be included in the field of membership ] outweighs any adverse effect on the overlapped credit union(s).

(2) [ (B) ] The commissioner will weigh the information in support of the application and any information provided by a protesting or affected credit union. If the applicant has the financial capacity to serve the financial needs of the proposed members, demonstrates economic feasibility, complies with the requirements of this rule, and no protestant reasonably establishes a basis for denying the request, it shall be approved.

(3) [ (C) ] If a finding is made that overlap protection is warranted, the commissioner shall reject the application or require the applicant to limit or eliminate the overlap by adding exclusionary language to the text of the amendment, e.g., "excluding persons eligible for primary membership in any occupation or association based credit union that has an office within a specified proximity of the applicant credit union at the time membership is sought." Generally, overlap protection will not be considered warranted unless the financial effect on the overlapped credit union will present a safety and soundness concern. Exclusionary clauses are rarely appropriate for inclusion on a geographic community of interest [ credit union ].

(4) [ (D) ] Generally, if the overlapped credit union does not submit a notice of protest form, and the department determines that there is no safety and soundness problem, an overlap will be permitted. If, however, a notice of protest is filed, the commissioner will consider the following in performing an overlap analysis:

(A) [ (i) ] whether the overlap is incidental in nature, ie., the group(s) in question is so small as to have no material effect on the overlapped credit union;

(B) [ (ii) ] whether there is limited participation by members of the group(s) in the overlapped credit union after the expiration of a reasonable period of time;

(C) [ (iii) ] whether the overlapped credit union provides requested service;

(D) [ (iv) ] the financial effect on the overlapped credit union;

(E) [ (v) ] the desires of the group(s); and

(F) [ (vi) ] the best interests of the affected group(s) and the credit union members involved.

(5) [ (E) ] Where a sponsor organization expands its operations internally, by acquisition or otherwise, the credit union may serve these new entrants to its field of membership if they are part of the community of interest described in the credit union's bylaws. Where acquisitions are made which add a new subsidiary or affiliate, the group cannot be served until the entity is included in the field of membership through the application process.

(6) [ (F) ] Credit unions affected by the organizational restructuring or merger of a group within its field of membership must apply for a modification of their fields of membership to reflect the group to be served.

(e) [ (6) ] Underserved communities.

(1) [ (A) ] All credit unions may include in their fields of membership, without regard to location, communities satisfying the definition for underserved areas. More than one credit union can serve the same underserved area.

(2) [ (B) ] Once an underserved area has been added to a credit union's field of membership, the credit union must establish and maintain an office or facility in the community. For the purposes of this subsection , service facility is defined as a place where shares are accepted for members' accounts, loan applications are accepted and loan proceeds are disbursed. This definition includes a credit union owned branch, a shared branch, a mobile branch, and an office operated on a regularly scheduled weekly basis, or a credit union owned electronic facility that meets, at a minimum, these requirements. This definition does not include an ATM or a credit union's Internet website [ atm ].

(3) [ (C) ] A credit union desiring to add an underserved area must document that the community meets the definition. In addition, the credit union must develop a business plan specifying how it will serve the community. The business plan, at a minimum, must identify the credit and depository needs of the community and detail how the credit union plans to serve those needs. The credit union will be expected to regularly review the business plan to determine if the community is being adequately served. The commissioner may require periodic service status reports from a credit union pertaining to the underserved area to ensure that the needs of the area are being met, as well as requiring such reports before allowing a credit union to add an additional unserved area.

This agency hereby certifies that the proposal has been reviewed by legal counsel and found to be within the agency's legal authority to adopt.

Filed with the Office of the Secretary of State on July 21, 2003.

TRD-200304397

Harold E. Feeney

Commissioner

Credit Union Department

Earliest possible date of adoption: September 7, 2003

For further information, please call: (512) 837-9236


Subchapter E. DIRECTION OF AFFAIRS

7 TAC §91.503

The Texas Credit Union Commission proposes a new §91.503 relating to change in credit union president. The new section requires credit unions to submit written notification of any change in the credit union's senior management.

The new section is proposed as a result of the Department's determination that safety and soundness interests and considerations may be affected when such senior management changes are made. There is currently no systematic procedure of notification in place when such changes occur.

Kerri T. Galvin, General Counsel, has determined that there will be no fiscal implications for state or local government as a result of enforcing or administering the proposed rule.

Ms. Galvin has also determined that for each year of the first five years the proposed rule is in effect, the public benefits anticipated as a result of enforcing the rule will be increased safety and soundness controls over credit unions. There is no anticipated effect on small businesses as a result of adopting the rule. There is no economic cost anticipated to credit unions for complying with the proposal if adopted.

Written comments on the proposal must be submitted within 30 days after its publication in the Texas Register to Kerri T. Galvin, General Counsel, Credit Union Department, 914 East Anderson Lane, Austin, Texas 78752-1699.

The rule is proposed under the provision of the Texas Finance Code, §15.402, which authorizes the commission to adopt reasonable rules for administering Title 2, Chapter 15 and Title 3, Subchapter D of the Texas Finance Code.

The specific section affected by the proposed rule is Texas Finance Code, §122.058.

§91.503.Change in Credit Union President.

The board of directors, in executing its fiduciary responsibilities, may find it necessary to replace the credit union's president. The board shall submit written notification to the commissioner within ten days of any such personnel change. For purposes of this section, the term president refers to the individual responsible for the day-to-day operation of the credit union, irrespective of the actual title given to such individual.

This agency hereby certifies that the proposal has been reviewed by legal counsel and found to be within the agency's legal authority to adopt.

Filed with the Office of the Secretary of State on July 21, 2003.

TRD-200304402

Harold E. Feeney

Commissioner

Credit Union Department

Earliest possible date of adoption: September 7, 2003

For further information, please call: (512) 837-9236


Subchapter H. INVESTMENTS

7 TAC §91.801

The Texas Credit Union Commission proposes amendments to §91.801 relating to investments in credit union service organizations. The amendment makes several changes, which sets forth certain restrictions on when management employees of a credit union may receive compensation from a credit union service organization and prohibits investment in a credit union service organization if a credit union director is employed by the credit union service organization.

The amendments to the rule are proposed as a result of concerns raised by Commission members when they adopted an amended §91.716. The Department wants to ensure that the provisions of §91.801 are utilized in a manner consistent with safe and sound credit union practices and not employed to circumvent the provisions of §91.716.

Kerri T. Galvin, General Counsel, has determined that there will be no fiscal implications for state or local government as a result of enforcing or administering the proposed rule.

Ms. Galvin has also determined that for each year of the first five years the proposed amended rule is in effect, the public benefits anticipated as a result of enforcing the rule will be clarification of the applicable provisions and elimination of possible self-dealing by directors and management. There is no anticipated effect on small businesses as a result of adopting the amended rule. There is no economic cost anticipated to credit unions for complying with the amendments if adopted.

Written comments on the proposal must be submitted within 30 days after its publication in the Texas Register to Kerri T. Galvin, General Counsel, Credit Union Department, 914 East Anderson Lane, Austin, Texas 78752-1699.

The amendment is proposed under the provision of the Texas Finance Code, §124.352 which provides the Credit Union Commission with the authority to adopt rules limiting investments; and under the Texas Finance Code, §15.402, which authorizes the commission to adopt reasonable rules for administering Title 2, Chapter 15 and Title 3, Subchapter D of the Texas Finance Code.

The specific section affected by the proposed amendment is Texas Finance Code, §124.352.

§91.801.Investments in Credit Union Service Organizations.

(a) - (d) (No change.)

(e) Prohibitions. No credit union may invest in or make loans to a CUSO:

(1) if any officer, director, committee member, or employee of such credit union or any member of the immediate family of such persons owns or makes an investment in or has made or makes a loan to the CUSO;

(2) unless the organization is structured as a corporation, limited liability company, registered limited liability partnership, or limited partnership and the credit union has obtained a written legal opinion that the CUSO is established in a manner that will limit the credit union's potential exposure to not more than the loss of funds invested in or loaned to such CUSO;

(3) if the CUSO engages in any revenue producing activity other than the performance of services for credit unions or members of credit unions, and such activity equals or exceeds one half (1/2) of the CUSO's total revenue; [ or ]

(4) unless prior to investing in or making a loan to a CUSO the credit union obtains a written agreement which requires the CUSO to follow GAAP, render financial statements to the credit union at least quarterly, and provide the department, or its representatives, complete access to the CUSO's books and records at reasonable times without undue interference with the business affairs of the CUSO ; or [ . ]

(5) if any director is an employee of the CUSO, or anticipates becoming an employee of the CUSO upon its formation.

(f) (No change.)

(g) Compensation. [ Unless the participating credit unions' board of directors have determined that a conflict of interest exists, ] A senior management employee [ staff and employees ] , or committee member or immediate family member of any such person [ of a credit union ] may not receive any salary, commission, or other income or compensation , either directly or indirectly, from a CUSO affiliated with their credit union , unless received in accordance with a written agreement between the CUSO and the credit union. The agreement shall describe the services to be performed, the rate of compensation (or a description of the method of determining the amount of compensation) and any other provisions deemed desirable by the CUSO and the credit union. [ provided the individual provides fair and full disclosure initially ] The agreement, and any amendments, must be approved by the board of directors of the participating credit union and the board of directors (or equivalent governing body) of the CUSO prior to any performance of service or payment and annually thereafter [ to the boards of participating credit unions and non-credit union parties ]. For purposes of this section, senior management employee shall include the chief executive officer, any assistant chief executive officers (e.g. vice presidents and above), and the chief financial officer; and immediate family shall include a person's spouse or any other person living in the same household.

(h) - (i) (No change.)

This agency hereby certifies that the proposal has been reviewed by legal counsel and found to be within the agency's legal authority to adopt.

Filed with the Office of the Secretary of State on July 21, 2003.

TRD-200304401

Harold E. Feeney

Commissioner

Credit Union Department

Earliest possible date of adoption: September 7, 2003

For further information, please call: (512) 837-9236